JOINDER, CONSENT AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT THIS JOINDER, CONSENT AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this Amendment ) dated as of

JOINDER, CONSENT AND AMENDMENT NO. 2 TO

LOAN AND SECURITY AGREEMENT

THIS JOINDER, CONSENT AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this Amendment ) dated as of

July 26, 2010 (the Second Amendment Effective Date ), is by and among FIFTH THIRD BANK, an Ohio banking corporation (in its individual capacity, Fifth Third ), as agent (in such capacity as agent,

Agent ) for itself and all other lenders from time to time a party to the Loan Agreement referred to below ( Lenders ), LENDERS, ADDUS HEALTHCARE, INC., an Illinois corporation ( Addus

Healthcare ), ADDUS HEALTHCARE (IDAHO), INC., a Delaware corporation ( Addus Idaho ), ADDUS HEALTHCARE (INDIANA), INC., a Delaware corporation ( Addus Indiana ), ADDUS HEALTHCARE (NEVADA), INC., a Delaware

corporation ( Addus Nevada ), ADDUS HEALTHCARE (NEW JERSEY), INC., a Delaware corporation ( Addus New Jersey ), ADDUS HEALTHCARE (NORTH CAROLINA), INC., a Delaware corporation ( Addus North

Carolina ), BENEFITS ASSURANCE CO., INC., a Delaware corporation ( Benefits Assurance ), FORT SMITH HOME HEALTH AGENCY, INC., an Arkansas corporation ( Fort Smith ), LITTLE ROCK HOME HEALTH AGENCY, INC., an

Arkansas corporation ( Little Rock ), LOWELL HOME HEALTH AGENCY, INC., an Arkansas corporation ( Lowell ), PHC ACQUISITION CORPORATION, a California corporation ( PHC Acquisition ), PROFESSIONAL

RELIABLE NURSING SERVICE, INC., a California corporation ( Professional Reliable ; Addus Healthcare, Addus Idaho, Addus Indiana, Addus Nevada, Addus New Jersey, Addus North Carolina, Benefits Assurance, Fort Smith, Little Rock,

Lowell, PHC Acquisition and Professional Reliable are collectively referred to as Original Borrowers ), ADDUS HOMECARE CORPORATION, a Delaware corporation ( Holdings ; Holdings is referred to herein as the

Guarantor ), and ADDUS HEALTHCARE (SOUTH CAROLINA), INC., a Delaware corporation ( New Borrower ; Original Borrowers and New Borrower are collectively referred to herein as Borrowers ; and

Borrowers and the Guarantor are collectively referred to herein as the Credit Parties ), each having its principal place of business at 2401 S. Plum Grove Road, Palatine, Illinois 60067.

W I T N E S S E T H:

WHEREAS, Agent, Lenders, Borrowers and the Guarantor are parties to that certain Loan and Security Agreement, dated as of

November 2, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement ), pursuant to which, subject to the terms and conditions of the Loan Agreement, the Lenders agreed to make

available to the Borrowers Revolving Loans in the maximum aggregate principal amount of $55,000,000;

Parties have informed Lenders that they have formed a new entity, the New Borrower, in order to consummate the acquisition of certain assets (the Advantage Acquisition ) pursuant to that certain Asset Purchase Agreement dated as of

July 26, 2010 (the Advantage Purchase Agreement ) by and among New Borrower, as purchaser, Advantage Health Systems, Inc., a South Carolina corporation (the Company ), Paul Mitchell, as the seller

representative (the Seller Representative ), and each of the Persons identified as Sellers on Exhibit A attached thereto (the Sellers );

WHEREAS, in connection with the Advantage Acquisition, in addition to certain cash

consideration, the New Borrower and Guarantor wish to enter into that certain Earn-Out Agreement dated as of July 26, 2010 (the Advantage Earn-Out Agreement ) with the Company, the Seller Representative and the Sellers,

pursuant to which up to $2,000,000 of cash consideration may be payable to the Sellers subject to the terms and conditions thereof. The obligations of the New Borrower under the Advantage Earn-Out Agreement are guaranteed by Guarantor. For purposes

hereof, the Advantage Purchase Agreement, the Advantage Earn-Out Agreement and any and all other instruments, documents or agreements executed and/or delivered in connection therewith are collectively referred to herein as the Advantage

Acquisition Documents . A true, correct and complete copy of each of the Advantage Acquisition Documents has been delivered to Agent on the date hereof;

WHEREAS, the Credit Parties have requested that Lenders, among other things, (a) join New Borrower as a Borrower under

the Loan Agreement pursuant to Section 6.01 of the Loan Agreement, (b) consent to the Advantage Acquisition notwithstanding the terms of Section 13.04 of the Loan Agreement, including, without limitation, that the purchase price for

any acquisition shall not exceed $500,000.00 in the aggregate according to the definition of Permitted Acquisition , and (c) add a new term loan to the Loan Agreement in the aggregate principal amount of $5,000,000 (the Term

Loan ), the proceeds of which will be used pay a portion of the purchase price in respect of the Advantage Acquisition, and Agent and Lenders are willing to do so subject to the terms and conditions of this Amendment; and

WHEREAS, this Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment.

NOW, THEREFORE, for and in consideration of the premises and mutual agreements herein contained and for the purposes of setting forth the

terms and conditions of this Amendment, the parties, intending to be bound, hereby agree as follows:

Incorporation of the Loan Agreement. All capitalized terms which are not defined herein shall have the same meanings as set forth in the Loan Agreement, and the Loan Agreement, to the extent not inconsistent with this Amendment, is

incorporated herein by this reference as though the same were set forth in its entirety. Except as specifically set forth herein, the Loan Agreement shall remain in full force and effect and its provisions shall be binding on the parties hereto.

(a) New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, New Borrower will be

deemed to be a Borrower for all purposes of the Loan Agreement and shall have all of the rights and obligations of Borrowers thereunder as if it had executed the Loan Agreement on the Closing Date. New Borrower hereby ratifies, as of the

date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Loan Agreement, including without limitation (a) all of the representations and warranties of the Borrowers set forth in Article 11

of the Loan Agreement, (b) all of the covenants set forth in Articles 12, 13 and 14 of the Loan Agreement and (c) the security agreement and other collateral provisions contained in Article 6.

(b) New Borrower is, simultaneously with the execution of this Amendment,

executing and delivering any Other Agreements (and such other documents and instruments) as requested by the Agent in accordance with the Loan Agreement.

Section 3. Grant by New Borrower of Security Interest. Without limiting the generality of the foregoing Section, in order to

induce Agent and the Lenders to enter into this Amendment, New Borrower hereby grants to Agent, for Agent s benefit and for the benefit of the Lenders, a continuing lien on and security interest in, upon and to the Collateral, pursuant to and

in accordance with the terms of Article 5 of the Loan Agreement.

Section 4. Updated Schedules. As a

condition precedent to Agent s and Lenders agreement to enter into this Amendment, and in order for this Amendment to be effective, the Credit Parties shall revise, update and deliver to Agent and Lenders all Schedules to the Loan

Agreement to (a) reflect updated and accurate information with respect to New Borrower and (b) update all other information as necessary to make the representation in Section 12(d) of this Amendment ((a) and

(b) collectively referred to as the Updated Schedules ). The attached Updated Schedules are hereby incorporated into the Loan Agreement as if originally set forth therein.

Section 5. Consent. Notwithstanding the provisions of Section 13.04 of the Loan Agreement, including, without

limitation, that the purchase price for any Acquisition shall not exceed $500,000.00 in the aggregate according to the definition of Permitted Acquisition , the Agent and the Lenders hereby consent to the Advantage Acquisition, pursuant

to the Advantage Acquisition Documents.

Section 6. Amendment of the Loan Agreement. The Credit Parties, Agent and

Lenders hereby agree to amend the Loan Agreement as of the date hereof as follows:

Section 2.02. Section 2.02 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

2.02 Term Loan. Subject to the terms and conditions of this Agreement, on the date that the conditions to the

Term Loan are satisfied, each Lender severally and not jointly agrees to make a term loan to Borrowers in an amount equal to its Pro Rata Share of Five Million and No/100 Dollars ($5,000,000.00) (the Term Loan ), but in any event

not in excess of its Term Loan Commitment. Amounts repaid with respect to the Term Loan may not be reborrowed. Neither Agent nor any Lender shall be responsible for any failure by any other Term Loan Lender to perform its obligations to make its Pro

Rata Share of the Term Loan hereunder, and the failure of any Term Loan Lender to make its Pro Rata Share of the Term Loan hereunder shall not relieve any other Term Loan Lender of its obligation, if any, to make its Pro Rata Share of the Term Loan

(b) Section 2.03(b). Section 2.03(b) of the

Loan Agreement is hereby amended and restated in its entirety to read as follows:

the Term Loan. The outstanding principal balance of the Term Loan shall be repaid based upon a twenty-four (24) month straight-line amortization schedule in equal monthly principal installments of Two Hundred Eight Thousand Three Hundred

Thirty-Four and No/100 Dollars ($208,334.00) payable on commencing on February 5, 2011 and the fifth (5th) Business Day of each calendar month thereafter; provided that any remaining outstanding principal balance of the Term

Loan shall be repaid on the Term Loan Maturity Date. If any such payment due date is not a Business Day, then such payment may be made on the next succeeding Business Day and such extension of time shall be included in the computation of the amount

of interest and fees due hereunder.

(c) Section 2.03(c) (Optional Prepayments).

Section 2.03(c) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

(c) Optional Prepayments. The Borrowers may prepay without penalty or premium the principal of any Revolving

Loan, in part or in whole, at any time and from time to time. To the extent the Revolving Loans are being prepaid in whole, in connection with a termination of the Revolving Loan Commitments, such prepayment shall be accompanied by the payment of

accrued interest of such payment or amount prepaid, and any applicable LIBOR breakage or related fees and costs. To the extent the Revolving Loans are being prepaid in part, such prepayment shall be accompanied by the payment of any applicable LIBOR

breakage or related fees and costs. Each such prepayment shall be applied to prepay the Revolving Loans of the Lenders in proportion to their respective Pro Rata Shares. The Borrowers may prepay without penalty or premium the principal of the Term

Loan, in part or in whole, at any time and from time to time. Each such prepayment shall be accompanied by the payment of accrued interest of such payment or amount prepaid. Each such prepayment shall be applied to prepay the Term Loan of the

Lenders in proportion to their respective Pro Rata Shares. The Borrowers shall notify Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in case of prepayment of a LIBOR Rate Loan, not later than 1:00 p.m., Chicago

time, five (5) Business Days before the date of prepayment, and (ii) in the case repayment of a Floating Rate Loan, not later than 1:00 p.m., Chicago time, one (1) Business Day prior to the date such prepayment is to be made.

Each such notice shall specify the prepayment date and the principal amount of each Loan to be prepaid.

(d) Section 2.03(d(i)) (Mandatory Prepayments; Sales of

Assets). Section 2.03(d)(i) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

(i) Sales of Assets. Subject to Section 5.08, upon receipt of the Net Proceeds in an amount in

excess of $250,000 (in a single transaction or in a series of related transactions) from the sale or other disposition of any Collateral, or if any of the Collateral is damaged, destroyed or taken by condemnation in whole or in part, the Net

Proceeds thereof in excess of $250,000, shall be paid by such Credit Party to Agent, for the benefit of Agent and Lenders, as a mandatory prepayment of the Liabilities, as herein provided. Any prepayment made pursuant to this

Section 2.03(d)(i) shall be applied to reduce the Term Loan, such payment to be applied against the remaining installments of principal in the inverse order of their maturities until such Term Loan is repaid in full, then to reduce the

outstanding principal balance of the Revolving Loans (without a concomitant reduction in the Revolving Loan Commitment) until repaid in full, and then against the other Liabilities, in such order as Agent determines in its sole discretion.

(e) Section 4.02. Section 4.02 of the Loan Agreement is hereby amended and

restated in its entirety to read as follows:

4.02 Term Loan Interest Rate. Subject to the terms

and conditions set forth below, the Term Loan shall bear interest at the per annum rate of interest set forth in Section (a) or (b) below:

(a) With respect to Floating Rate Loans, at a per annum rate four hundred sixty (460) basis points in excess of the

Floating Rate in effect from time to time, payable on the fifth (5th) Business Day of each month in arrears commencing August 5, 2010. Said rate of interest shall increase or decrease by an amount equal to each increase or

decrease in the Floating Rate effective on the effective date of each such change in the Floating Rate.

With respect to LIBOR Rate Loans, at a per annum rate four hundred sixty (460) basis points in excess of the LIBOR Rate for the applicable Interest Period, such rate to remain fixed for such Interest Period. Interest shall be payable on the

last Business Day of such Interest Period .

(f) Section 4.05(b) (Other LIBOR Provisions).

Section 4.05(b) of the Loan Agreement is hereby amended by deleting the reference to Sections 4.01(b) in the ninth line thereof and replacing such reference with Sections 4.01(b) or 4.02(b) in place thereof.

(g) Section 4.06(a) (Fee Letter). Section 4.06(a) of the Loan Agreement is

hereby amended and restated in its entirety to read as follows:

(a) Fee Letter: Borrowers shall

jointly and severally pay to Agent certain fees and other amounts in accordance with the terms of any fee letter between Borrowers and Agent (individually or collectively, the Fee Letter ).

(h) Section 10.01 (Termination). Section 10.01 of the Loan Agreement is hereby amended and

restated in its entirety to read as follows:

10.01 If not earlier terminated pursuant to the terms of

this Agreement, (a) the Term Loan Commitment shall terminate on the Term Loan Maturity Date and (b) the Revolving Commitment shall terminate on November 2, 2014 (the Term ). On the Term Loan Maturity Date, Borrowers

shall pay any remaining outstanding principal balance of the Term Loan, together with all accrued interest in respect thereof. In the event the Commitments (other than the Term Loan Commitment on the Term Loan Maturity Date in the absence of an